Subscription
      Agreement

    


    


    


    


    


    As
      of
      July 1, 2008

    


    To
      the
      Board of Directors of 

    CS
      China
      Acquisition Corp.:

    


    Gentlemen:

    


    Reference
      is made to the initial public offering (“IPO”) of securities of CS China
      Acquisition Corp. (the “Corporation”) which is being underwritten by
      EarlyBirdCapital, Inc. (“EBC”).  

    


    The
      undersigned hereby subscribes for and agrees to purchase _____ warrants
      (“Initial Insider Warrants”), each to purchase one Ordinary Share, at $0.50 per
      Initial Insider Warrant, for a purchase price of $_____ (the “Initial Purchase
      Price”). The purchase and issuance of the Initial Insider Warrants shall occur
      simultaneously with the consummation of the IPO. At least 24 hours prior to
      the
      effective date of the registration statement filed in connection with the IPO
      (“Registration Statement”), the undersigned shall deliver the Initial Purchase
      Price to Graubard Miller, as escrow agent (“Escrow Agent”), to hold in an
      interest bearing account until the Corporation consummates the IPO.
      Simultaneously with the consummation of the IPO, the Escrow Agent shall deposit
      the Initial Purchase Price, without interest or deduction, into the trust fund
      (“Trust Fund”) established by the Corporation for the benefit of the
      Corporation’s public shareholders as described in the Corporation’s Registration
      Statement, pursuant to the terms of an Investment Management Trust Agreement
      to
      be entered into between the Corporation and Continental Stock Transfer &
Trust Company. 

    


    In
      addition to the foregoing, the undersigned hereby subscribes for and agrees
      to
      purchase up to an additional _________ warrants (“Additional Insider Warrants”
and together with the Initial Insider Warrants, the “Insider Warrants”) at $0.50
      per Additional Insider Warrant for a purchase price of $________ (“Additional
      Purchase Price”). The purchase and issuance of the Additional Insider Warrants
      shall occur only in the event that the underwriters’ 45-day over-allotment
      option (“Over-Allotment Option”) in the IPO is exercised in full or part. The
      total number of Additional Insider Warrants to be purchased hereunder shall
      be
      in the same proportion as the amount of the Over-Allotment Option that is
      exercised. Each purchase of Additional Insider Warrants shall occur
      simultaneously with the consummation of any portion of the Over-Allotment
      Option. At least 24 hours prior to the effective date of the Registration
      Statement, the undersigned shall deliver the Additional Purchase Price to the
      Escrow Agent to hold in an interest bearing account until the Corporation
      consummates any portion of the Over-Allotment Option. Simultaneously with the
      consummation of any portion of the Over-Allotment Option, the Escrow Agent
      shall
      deposit the purchase price for the Additional Insider Warrants being purchased
      in the Trust Fund. 

    


    The
      Insider Warrants will be sold to the undersigned on a private placement basis
      and not part of the IPO. Except as set forth herein, the Insider Warrants shall
      have the same terms as the warrants being sold in the IPO.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In
      the
      event that the IPO is not consummated within 14 days of the date the Initial
      Purchase Price and Additional Purchase Price is delivered to the Escrow Agent,
      the Escrow Agent shall return such funds, plus accrued interest, to the
      undersigned. Additionally, to the extent that Over-Allotment Option is not
      exercised in full, upon the second business day following the expiration of
      the
      Over-Allotment Option, the Escrow Agent will return the remaining Additional
      Purchase Price for the Additional Insider Warrants not being purchased, plus
      any
      accrued interest, to the undersigned. 

    


    The
      undersigned represents and warrants that he has been advised that the Insider
      Warrants have not been registered under the Securities Act; that he is acquiring
      the Insider Warrants for its account for investment purposes only; that he
      has
      no present intention of selling or otherwise disposing of the Insider Warrants
      in violation of the securities laws of the United States; that he is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
      the Securities Act of 1933, as amended (the “Securities Act”); and that he is
      familiar with the proposed business, management, financial condition and affairs
      of the Corporation.

    


    Moreover,
      the undersigned agrees that he shall not sell or transfer the Insider Warrants
      or any underlying securities until after the Corporation consummates a merger,
      capital stock exchange, asset acquisition or other similar business combination
      with an operating business (“Business Combination”) and acknowledges that the
      certificates for such Insider Warrants shall contain a legend indicating such
      restriction on transferability. 

     

    The
      Corporation hereby acknowledges and agrees that in the event the Corporation
      calls the Warrants for redemption pursuant to that certain Warrant Agreement
      to
      be entered into by the Corporation and Continental Stock Transfer & Trust
      Company in connection with the Corporation’s IPO, the
      Corporation shall allow the undersigned to exercise any Insider Warrants by
      surrendering such Warrants for that number of shares of Common Stock equal
      to
      the quotient obtained by dividing (x) the product of the number of shares of
      Common Stock underlying the Warrant, multiplied by the difference between the
      Warrant exercise price and the “Fair Market Value” (defined below) by (y) the
      Fair Market Value. The “Fair Market Value” shall mean the average reported last
      sale price of the Common Stock for the 10 trading days ending on the third
      trading day prior to the date on which the notice of redemption is sent to
      holders of Warrants.

    


    The
      undersigned acknowledges that there are no conditions on the obligations of
      the
      undersigned to make the purchases hereunder other than the consummation of
      the
      IPO and, with respect to the Additional Insider Warrants, the consummation
      of
      any or all of the Over-Allotment Option. Furthermore, the undersigned has no
      right to rescind this Agreement or obtain a refund for the purchase price of
      the
      Insider Warrants except with respect to the purchase price for Additional
      Insider Warrants to the extent the Over-Allotment Option is not exercised in
      full. Accordingly, to
      the
      extent that the undersigned fails to purchase the Insider Warrants that the
      undersigned is obligated to purchase, he shall forfeit his rights to any
      Ordinary Shares issued to him prior to the IPO and such shares shall be deemed
      owned by Asia Select Asset Management Limited (Hong Kong).

    


    EBC
      is deemed a third party beneficiary of this agreement and the terms of this
      agreement and the restriction on transfers with respect to the Insider Warrants
      may not be amended without the prior written consent of EBC.

    


    Very
      truly yours,

    


    


    ___________________


    
      
        
        

      

      
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    AGREED
      TO:

    


    CS
      CHINA
      ACQUISITION CORP.

    


     

    By:
      __________________________

    Name:
      

    Title:
      

    


    


    GRAUBARD
      MILLER

    


    


    


    By:
      ___________________________

    Name:
      

    Title:
      

    


    


    EARLYBIRDCAPITAL,
      INC.

    


    


    


    By:
      ___________________________

    Name:
      

    Title:
      

     

    
      
         

      

      
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